Standstill Agreement - ARCTURUS VENTURES INC - 10-19-2000 by AZNVF-Agreements

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									STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT, made as of this 1st day of April, 2000, by and between: ARCTURUS VENTURES, INC., a Nevada corporation with its principal office located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "ISSUER") AND OLDE MONMOUTH CAPITAL CORP., a New Jersey corporation with its principal office located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "FOUNDER") WITNESSETH THAT: WHEREAS, OLDE MONMOUTH CAPITAL CORP. is the founder of ISSUER, which has been organized as a "blank check" company as defined is SEC Rule 419; WHEREAS, OLDE MONMOUTH CAPITAL CORP. desires to assure compliance with SEC rules and regulations applicable to Rule 419 blank check companies and thereby assure a potential target company that following its merger or acquisition the NASD will be authorized to permit trading in the ISSUER's Common Stock; NOW, THEREFORE, intending to be legally bound and in consideration of the mutual promises and covenants contained herein intending the target Company as a third party beneficiary hereof to rely upon this Standstill Agreement, the parties agree as follows: 1. FOUNDER is the owner of 500,000 shares of the Common Stock of ISSUER. 2. In consideration of the commitments of ISSUER set forth in Paragraph 3 following, FOUNDER agrees that notwithstanding any SEC rule or regulation, including specifically Rule 144, now existing or hereafter adopted, which would permit earlier sale, transfer, pledge hypothecation or disposition, other than pursuant to an effective Registration Statement as provided in Paragraph 3 following, that it will not, for purposes of Rule 144, be deemed to have commenced the holding period required by Rule 144 until that date on which the merger or acquisition is consummated after the reconfirmation vote required by Rule 419. (b) ISSUER is hereby authorized by FOUNDER to: (i) instruct its transfer agent to place a restrictive legend on the face of the certificates issued to them stating that" "The shares represented by this certificate are subject to a Standstill Agreement of Page 1 of

April 1, 2000 and may not be sold, transferred, pledged, hypothecated or disposed of except in accordance with such Standstill Agreement"; and (ii) instruct its transfer agent to place "stop transfer" instructions against the certificate issued to it, subject to the requirement that such instructions not be released until it provides an opinion of its counsel that there has been compliance with the terms of this Paragraph 2 of this Standstill Agreement. 3. In consideration of the Standstill obligations set forth in Paragraph 2 above, ISSUER agrees that in any agreement with a target company for its merger or acquisition, it will require that:

April 1, 2000 and may not be sold, transferred, pledged, hypothecated or disposed of except in accordance with such Standstill Agreement"; and (ii) instruct its transfer agent to place "stop transfer" instructions against the certificate issued to it, subject to the requirement that such instructions not be released until it provides an opinion of its counsel that there has been compliance with the terms of this Paragraph 2 of this Standstill Agreement. 3. In consideration of the Standstill obligations set forth in Paragraph 2 above, ISSUER agrees that in any agreement with a target company for its merger or acquisition, it will require that: (i) the target Company shall agree that within fifteen (15) days following the consummation of the merger or acquisition it will file a Form 8-K containing all the information as would be required if Rule 12(g)3(a) applied, and as required for Form 10-KSB, and shall clear all comments thereon with all due speed, in good faith. (ii) the target company shall agree that, assuming a merger or a acquisition is consummated, it will make all filings, including the Form 8-K referred to above, required under the Securities Ac t of 1934 on a timely basis so as to maintain the applicability of Rule 144; and (iii) the target company shall provide piggyback registration rights to FOUNDER so that in the event ISSUER files a 1933 Act Registration Statement with the SEC it will notify FOUNDER and upon request include its shares in such Registration Statement at no cost to it. 4. This Standstill Agreement shall not be subject to amendment, except as may be required to comply with any SEC or NASD rule, regulation or requirement. 5. The parties agree that the target company is intended to be a third party beneficiary of this Standstill Agreement and shall have standing to enforce the terms hereof. 6. The parties agree that the validity, interpretation, and performance of this Standstill Agreement shall be controlled by and construed under the laws of the State of Nevada. Venue and jurisdiction of any controversy or claim arising out of, or relating to this Standstill Agreement, or the breach thereof, shall be in Newark, New Jersey. In any legal action or other proceeding involving, arising out of or in any way relating to this Standstill Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs, and expenses of litigation. 7. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 8. The provisions of this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors and assigns. 9. The failure of either party to object to, or to take affirmative action with respect to, any conduct of the other party which is in violation of the terms of this Agreement shall not be construed as a waiver of such violation or breach, or of any future breach, violation, or wrongful conduct. No delay or failure by any party to exercise any right under this Agreement, and no Page 2 of

partial or single exercise of that right, shall constitute a waiver or exhaustion of that or any other right, unless otherwise expressly provided herein. 8. All notices or other communications to be sent as provided for by this Standstill Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, to the persons and addresses set forth at the beginning of this Standstill Agreement, or such other persons and/or addresses as may hereafter be designated in writing by the parties.

partial or single exercise of that right, shall constitute a waiver or exhaustion of that or any other right, unless otherwise expressly provided herein. 8. All notices or other communications to be sent as provided for by this Standstill Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, to the persons and addresses set forth at the beginning of this Standstill Agreement, or such other persons and/or addresses as may hereafter be designated in writing by the parties. IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Agreement the day and year first above written: WITNESS: STOCKHOLDER: OLDE MONMOUTH CAPITAL CORP.
By: /s/ Matthew Troster ------------------President

ARCTURUS VENTURES, INC.
By: /s/ Matthew Troster ------------------President

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LOAN AGREEMENT THIS LOAN AGREEMENT, made this 17th day of August, 2000 by and between: OLDE MONMOUTH CAPITAL CORP., a New Jersey corporation having its principal offices located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "LENDER") AND ARCTURUS VENTURES, INC., a Nevada corporation having its principal offices at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "LENDER") 2424 N. Federal Highway, Suite 255, Boca Raton, Florida 33431 (hereinafter "BORROWER") WITNESSETH THAT: WHEREAS, BORROWER is a blank check company which intends to make a public offering of its securities pursuant to SEC Rule 419, and pursuant to such offering BORROWER intends to escrow all proceeds received in the Escrow Account with Summit Bank and, accordingly, will not use any of the funds for working capital, as a result of which BORROWER anticipates needing working capital in order to meet its costs and expenses; WHEREAS, LENDER, as the founder and the primary shareholder of BORROWER, for its business purposes is willing to loan to BORROWER a total sum equal to the gross proceeds raised in the offering, up to a total of Forty Thousand Dollars ($40,000) on certain terms and conditions; and WHEREAS, BORROWER desires to borrow such funds in order to meet its costs and expenses pending release of the escrowed proceeds of the offering; on certain terms and conditions; and

LOAN AGREEMENT THIS LOAN AGREEMENT, made this 17th day of August, 2000 by and between: OLDE MONMOUTH CAPITAL CORP., a New Jersey corporation having its principal offices located at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "LENDER") AND ARCTURUS VENTURES, INC., a Nevada corporation having its principal offices at 77 Memorial Highway, Atlantic Highlands, New Jersey 07716 (hereinafter "LENDER") 2424 N. Federal Highway, Suite 255, Boca Raton, Florida 33431 (hereinafter "BORROWER") WITNESSETH THAT: WHEREAS, BORROWER is a blank check company which intends to make a public offering of its securities pursuant to SEC Rule 419, and pursuant to such offering BORROWER intends to escrow all proceeds received in the Escrow Account with Summit Bank and, accordingly, will not use any of the funds for working capital, as a result of which BORROWER anticipates needing working capital in order to meet its costs and expenses; WHEREAS, LENDER, as the founder and the primary shareholder of BORROWER, for its business purposes is willing to loan to BORROWER a total sum equal to the gross proceeds raised in the offering, up to a total of Forty Thousand Dollars ($40,000) on certain terms and conditions; and WHEREAS, BORROWER desires to borrow such funds in order to meet its costs and expenses pending release of the escrowed proceeds of the offering; on certain terms and conditions; and WHEREAS, the parties have negotiated and reached certain understandings with respect to the terms and conditions and they desire a written document to evidence and formalize their understandings; NOW, THEREFORE, intending to be legally bound, and in consideration of the mutual promises and covenants contained herein, the parties have agreed as follows: 1. (a) On the terms and conditions of this Loan Agreement, LENDER shall, as provided in Paragraph 2(a) 1

below, lend to BORROWER a sum equal to the gross proceeds of BORROWER's public offering, which proceeds will be escrowed with Summit Bank, 950 Highway 36, Leonardo, New Jersey 07737.. On the terms and conditions of this Agreement, BORROWER may borrow any sums, from time to time during the term of this Loan Agreement, up to the total proceeds raised in such public offering and escrowed with Summit Bank. (b) On the terms and conditions of this Loan Agreement LENDER may, as provided in Paragraph 2(b) below, lend to BORROWER any sum which LENDER, in its sole discretion, may determine. LENDER shall be under no obligation to make any loan either (i) prior to successful completion of the offering or (ii) in excess of the gross proceeds of the offering. 2. (a) The contracted loan shall be made in installment draws from time to time at any time after successful completion of the public offering by BORROWER (i.e.,after the sale by BORROWER of at least 24,000 Units) on the next banking day after any request made by BORROWER, provided that the sum requested, when added to all prior loans hereunder shall not exceed the total gross proceeds of the offering. (b) Any discretionary loans shall be made at any time, and from time to time, as LENDER may determine in response to a request from BORROWER. (c) The interest on all loans made by LENDER to BORROWER shall be equal to that being paid by the escrow, Summit Bank, on the proceeds deposited with it in the Escrow Account.

below, lend to BORROWER a sum equal to the gross proceeds of BORROWER's public offering, which proceeds will be escrowed with Summit Bank, 950 Highway 36, Leonardo, New Jersey 07737.. On the terms and conditions of this Agreement, BORROWER may borrow any sums, from time to time during the term of this Loan Agreement, up to the total proceeds raised in such public offering and escrowed with Summit Bank. (b) On the terms and conditions of this Loan Agreement LENDER may, as provided in Paragraph 2(b) below, lend to BORROWER any sum which LENDER, in its sole discretion, may determine. LENDER shall be under no obligation to make any loan either (i) prior to successful completion of the offering or (ii) in excess of the gross proceeds of the offering. 2. (a) The contracted loan shall be made in installment draws from time to time at any time after successful completion of the public offering by BORROWER (i.e.,after the sale by BORROWER of at least 24,000 Units) on the next banking day after any request made by BORROWER, provided that the sum requested, when added to all prior loans hereunder shall not exceed the total gross proceeds of the offering. (b) Any discretionary loans shall be made at any time, and from time to time, as LENDER may determine in response to a request from BORROWER. (c) The interest on all loans made by LENDER to BORROWER shall be equal to that being paid by the escrow, Summit Bank, on the proceeds deposited with it in the Escrow Account. 3. The purpose of this Loan Agreement is to permit BORROWER to have working capital with which to meet its costs and expenses until release of the escrowed funds in accordance with SEC Rule 419. LENDER acknowledges that: (a) any and all loans which may be made hereunder are unsecured, and LENDER has no lien on the escrow account at Summit Bank or in the funds deposited therein; and (b) investors in the offering have the right to a "reconfirmation vote", and may vote not to reconfirm their investments in BORROWER, in which event the escrowed funds attributable to such non-reconfirming investors will be returned to them, with the interest earned thereon, and the amount of the funds released to BORROWER may be less than the original gross proceeds and therefore less than the contracted loan; and (c) insufficient investors in the offering may vote to reconfirm their investments, in which event all funds and the interest earned thereon would be returned to the subscribers in the offering and no funds would be released to BORROWER which would therefore lack funds for repayment of the loans or any interest thereon. 4. (a) Upon release to it of any of the escrowed funds, following the reconfirmation vote, BORROWER shall 2

promptly repay to LENDER all loans made hereunder, whether contracted loans or discretionary loans, and the interest thereon, to the full extent of the proceeds released if necessary, except as specifically provided in subparagraph (c) below.. (b) If the proceeds released to BORROWER are insufficient to repay fully the loans and the interest thereon, LENDER may, in its sole discretion, convert any un-repaid principal and interest into Common Stock of the BORROWER. Such conversion shall be at a price per share of ten cents ($ 10), the offering price in BORROWER's public offering. Such shares shall be restricted as to further transfer and LENDER shall take such shares for investment purposes. LENDER shall be under no obligation to make any conversion. To the extent that the loans and the interest thereon are not fully repaid, and LENDER does not convert all of the unrepaid balance, BORROWER shall promptly issue to LENDER its promissory note, due within twenty-four months after issuance, in a principal amount equal to the un-repaid and un-converted balance of loans and interest thereon, which principal amount shall bear simple interest, payable quarterly in arrears, at the rate of twelve percent (12%) per annum. (c) In the event that the proceeds released to BORROWER, if fully or partially used to repay loans hereunder, would not permit BORROWER to meet its commitments under any acquisition or merger agreement, BORROWER shall retain the funds required. LENDER shall have the conversion privilege set forth in subparagraph

promptly repay to LENDER all loans made hereunder, whether contracted loans or discretionary loans, and the interest thereon, to the full extent of the proceeds released if necessary, except as specifically provided in subparagraph (c) below.. (b) If the proceeds released to BORROWER are insufficient to repay fully the loans and the interest thereon, LENDER may, in its sole discretion, convert any un-repaid principal and interest into Common Stock of the BORROWER. Such conversion shall be at a price per share of ten cents ($ 10), the offering price in BORROWER's public offering. Such shares shall be restricted as to further transfer and LENDER shall take such shares for investment purposes. LENDER shall be under no obligation to make any conversion. To the extent that the loans and the interest thereon are not fully repaid, and LENDER does not convert all of the unrepaid balance, BORROWER shall promptly issue to LENDER its promissory note, due within twenty-four months after issuance, in a principal amount equal to the un-repaid and un-converted balance of loans and interest thereon, which principal amount shall bear simple interest, payable quarterly in arrears, at the rate of twelve percent (12%) per annum. (c) In the event that the proceeds released to BORROWER, if fully or partially used to repay loans hereunder, would not permit BORROWER to meet its commitments under any acquisition or merger agreement, BORROWER shall retain the funds required. LENDER shall have the conversion privilege set forth in subparagraph (b) above and in the event that LENDER does not elect to convert all of the unpaid principal and interest, BORROWER shall issue its promissory note as provided in such sub-paragraph. 5. All notices to a party shall be deemed given when mailed by registered or certified mail to the address at the head of this Loan Agreement or such other address as may be substituted therefor. 6. This Agreement is the entire Agreement among the parties. No alteration, modification, or waiver of term or condition hereof shall be binding unless in writing and signed by all parties. 7. This Agreement may be amended only with the written approval of the party to be charged therewith; provided, however, that no such amendment may be made that would cause a breach of any warranty or representation herein or cause any breach by BORROWER of SEC Rule 419. 8 Whenever required by the context hereof: the masculine gender shall be deemed to include the feminine and neuter; and the singular member shall be deemed to include the plural. Time is expressly declared to be of the essence of this Agreement. 9. It is the intent of the parties that this Agreement shall be construed and interpreted, and that all questions 3

arising hereunder shall be determined in accordance with the provisions of the laws of the State of New Jersey. 10. Any controversy, claim or dispute arising out of or resulting from this Agreement, or the breach thereof, that cannot be resolved by negotiation, shall be resolved by arbitration, to be held in Atlantic Highlands, NewJersey, in accordance with the rules and regulations of the American Arbitration Association, except that the provisions for discovery shall be as set forth in the Rules of Civil Procedure then in effect in New Jersey. Failure of a party to participate or cooperate shall constitute grounds for default judgment. The arbitrator shall award legal fees and costs to the prevailing party. The decision of the arbitrator shall in each case, including awards and the allocation of costs, be final and binding upon the parties. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. 11. This Agreement may be executed in two or more counterparts, any one of which shall be deemed to be an original. 12. No agent, broker, person, or firm acting on behalf of either party or any of their subsidiaries or under the authority of any of them is or will be entitled to any commission or broker's or finder's fee or financial advisory fee in connection with any of the transactions contemplated herein.

arising hereunder shall be determined in accordance with the provisions of the laws of the State of New Jersey. 10. Any controversy, claim or dispute arising out of or resulting from this Agreement, or the breach thereof, that cannot be resolved by negotiation, shall be resolved by arbitration, to be held in Atlantic Highlands, NewJersey, in accordance with the rules and regulations of the American Arbitration Association, except that the provisions for discovery shall be as set forth in the Rules of Civil Procedure then in effect in New Jersey. Failure of a party to participate or cooperate shall constitute grounds for default judgment. The arbitrator shall award legal fees and costs to the prevailing party. The decision of the arbitrator shall in each case, including awards and the allocation of costs, be final and binding upon the parties. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. 11. This Agreement may be executed in two or more counterparts, any one of which shall be deemed to be an original. 12. No agent, broker, person, or firm acting on behalf of either party or any of their subsidiaries or under the authority of any of them is or will be entitled to any commission or broker's or finder's fee or financial advisory fee in connection with any of the transactions contemplated herein. IN WITNESS WHEREOF, and intending to be legally bound, the parties have hereunto set their hands and seal the day and year first above written. ARCTURUS VENTURES INC. (Borrower) ATTEST:
BY: /s/ Matthew Troster ------------------Matthew Troster Pres.

/s/ Manuel Iglesias ------------------Secretary

OLDE MONMOUTH CAPITAL CORP. (Lender)

ATTEST: BY: /s/ John Catricola ------------------John Catricola Pres.

/s/ Manuel Iglesias ------------------Secretary

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MICHAEL G. SENECA CERTIFIED PUBLIC ACCOUNTANT 7448 Amboy Road Staten island, New York 10307 MEMBER: AICPA TEL: (718) 356-4400 NYSSCPA FAX: (718) 356-4500 NJSSCPA Arcturas Ventures, Inc. 77 Memorial Parkway Atlantic Highlands, NJ 07116

MICHAEL G. SENECA CERTIFIED PUBLIC ACCOUNTANT 7448 Amboy Road Staten island, New York 10307 MEMBER: AICPA TEL: (718) 356-4400 NYSSCPA FAX: (718) 356-4500 NJSSCPA Arcturas Ventures, Inc. 77 Memorial Parkway Atlantic Highlands, NJ 07116 As an independent certified public account, I consent to the inclusion in this Form SB-2 Registration Statement of our report dated August 31, 2000. Very truly yours,
/s/ Michael G. Seneca --------------------Michael G. Seneca Certified Public Accountant October 12, 2000

ARTICLE 5 This schedule contains summary financial information extraced from the financial statements included in this filing and is qualified in its entirety by reference to such financial statements.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

6 MOS DEC 31 2000 AUG 31 2000 5,000 0 0 0 0 5,000 0 10,000 0 0 0 0 0 538 9,462 10,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

ARTICLE 5 This schedule contains summary financial information extraced from the financial statements included in this filing and is qualified in its entirety by reference to such financial statements.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

6 MOS DEC 31 2000 AUG 31 2000 5,000 0 0 0 0 5,000 0 10,000 0 0 0 0 0 538 9,462 10,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0


								
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